REG - Vox Valor Capital - Annual Results
30/04/2024 07:00
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RNS Number : 4648M Vox Valor Capital Limited 30 April 2024
30 April 2024
Vox Valor Capital Limited
("Vox Valor" or the "Company")
Annual Results 2023
Vox Valor (LSE: VOX), is pleased to announce its audited final results for the
financial year ended 31 December 2023.
Period Highlights:
· Revenue decreased to USD 5.6m for the year ended 31 December 2023
(2022: USD 13.8m) due to the disposal of the Russian subsidiary of the Group.
· Operating costs reduced from USD 13.8m to USD 5.7m to give an
operating loss of USD 90k (2022: gross profit of USD 29k).
· Comprehensive Income USD 469k (loss of USD 5.7m 31 December 2022)
principally due to forex gains of $653k (2022: forex loss of $1.1m).
Commenting on the results John Booth, Chairman, said:
"For the year ahead, we look forward to seeing Vox Valor grow further both
organically and through mergers and acquisitions. The Company is continuing to
identify potential acquisitions that are complimentary to the Group's strategy
where it can generate meaningful synergies from its mobile marketing expertise
and technology. The organic growth plans of the Group include the expansion of
the Group's mobile marketing services and technology offer (Mobio) in the UK,
Europe and the United States."
For additional information please contact:
Vox Valor Capital Limited
Konstantin Khomyakov
Tel: +1 (345) 949-4544
Email: kk@voxvalor.com
Novum Securities Limited
David Coffman / George Duxberry
Financial Adviser
Tel: +44 (0)207 399 9400
Hybridan LLP
Claire Louise Noyce
Corporate Broker
Tel: 0203 764 2341
About Vox Valor Capital Limited
Vox Valor Capital Limited is the holding company for Vox Capital Limited and
its subsidiary companies (together the "Vox Group"). The Vox Group has a focus
on making acquisitions of majority stakes in the marketing technology, digital
content, mobile games/apps and digital marketing sector. Digital marketing
technology and services and digital content/mobile games are large and
fast-growing industries. The Vox Group's management team has a successful
track record of operating, financing, and exiting businesses in this sector
and has a network in this sector which generates a steady flow of leads and
introductions to potential acquisition candidates. The Vox Group will target
the acquisition of privately held businesses that can benefit from the access
to liquidity and international scaling expertise that the Vox Group and its
management team can provide.
Chairman's Report
Vox Valor Capital Limited ("Vox Valor" or "the Company") is pleased to
announce that its audited financial statements for the year ended 31 December
2023 have been published and are available on its website at
www.voxvalor.com/investors (http://www.voxvalor.com/investors) .
The Vox Valor Group ("Vox Valor Group" or "the Group") is active in providing
mobile marketing and advertising related services and these are conducted
through its 100% owned UK operating subsidiary Mobio Global Limited ("Mobio
Global"). Mobio Global has two operating subsidiaries in the United States and
Singapore. The Group employs 30 contractors and employees in total across its
subsidiaries.
The Group was formed in 2022 upon the reverse takeover ("RTO") of Vox Capital
Limited, a company that acquired Mobio in 2020 as part of its strategy to grow
its mobile marketing and advertising technology service and product offering
and to grow Mobio into the European and American markets. Prior to the
completion of the RTO, Mobio Global divested its Russian operations and
management increased its efforts to grow Mobio in the UK, the European Union
and North America.
Vox Valor is continuously evaluating potential acquisition opportunities to
acquire mobile or digital content businesses, such as mobile game or
application developers or publishers in order to extract operational synergies
from being vertically integrated in owning mobile/digital content business and
the Mobio digital marketing and advertising services and technology offering.
This strategy is based on leveraging Mobio's experience in mobile marketing
with the need of mobile content businesses, such as mobile game and app
developers, to acquire new users for their games and apps. The Company will
make further announcement as and when any acquisition opportunities, which are
being analysed, are closed.
Through Mobio, the Vox Valor Group provides a wide range of mobile marketing
services, including user acquisition services, app store optimisation
services, mobile retargeting, digital strategy consulting services, marketing
creatives, video production services and in app advertising services.
These services are instrumental for clients to acquire new users, control
their mobile marketing spend or 'cost per install' and scale the user base and
revenue of their mobile games or applications.
Mobio has very significant experience in providing user acquisitions services
by developing and executing mobile marketing campaigns for its clients. In
addition, Mobio also provides services that are complementary to its clients
core mobile marketing strategies, such as app store optimisation services
(which aim to improve organic user growth by optimising the presence of its
clients' apps and games in the major app stores) and retargeting services
(using its proprietary Feedwise platform to re-engage with app users).
Mobio complements its service offering with mobile advertising creatives and
video creative productions for those clients that are not able or do not want
to develop such marketing assets in-house and also offers digital marketing
strategy or consulting services to some of those clients.
In 2023, Mobio implemented the Mobio Growth Lab initiative, which is a dynamic
incubator that helps Mobio's client (including new or early-stage clients) to
grow their install base and profit levels through a step-by-step process to
support them in every stage of the product and marketing life cycle.
The Vox Valor Group is pleased to report improved and positive total
comprehensive profit for the year ended 31 December 2023 of USD 469k versus a
loss of USD 5.7 million for the year ended 31 December 2022. While revenue
decreased from USD 13.8 million during for the year ended 31 December 2022to
USD 5.6 million for the year ended 31 December 2023 due to the disposal of the
Russian subsidiary of the Group, the Company managed to reduce the operating
expenses from USD 13.8 million to USD 5.7 million.
Vox Valor announced that it had signed two term sheets for potential
acquisitions during the year ended 31 December 2023, which the Company has
either terminated or the term sheet expired and therefore no merger and
acquisitions activities took place in 2023. The Company is continuing to
identify potential acquisitions that are complimentary to the Group's strategy
where it can generate meaningful synergies from its mobile marketing expertise
and technology.
For the next financial year, we are looking forward to growing Vox Valor both
organically and through potential acquisitions. The organic growth plans of
the Group include the expansion of the Group's mobile marketing services and
technology offer (Mobio) in the UK, Europe and the United States.
Summary of Trading Results and Outlook
For the financial year ended 31 December 2023, Vox Valor reported revenue of
USD 5.6 million (versus USD 13.8 million in the previous financial period) and
an operating loss of USD 90k (versus a gross profit of USD 29k in the previous
financial period).
Total comprehensive income for the year was a profit of USD 469k (versus a
loss of USD 5.7 million in the previous financial period), which is still
mainly caused by non-recurring expenditure and accounting write-offs and
impairments in relation to the reverse takeover ("RTO").
Financial Statements
Consolidated statement of profit or loss and other comprehensive income
for the year ended 31 December 2023
Notes 31 December 2023 31 December 2022
Operating income and expenses
Sales revenue 1 5,572,881 13,829,357
Total income 5,572,881 13,829,357
Operating expenses 2 (4,307,382) (12,585,236)
Administrative expenses 4 (821,068) (670,594)
Contractors' fees (306,965) (346,514)
Professional services (128,048) (67,873)
Audit and accountancy fees (49,758) (68,142)
Right-of-use assets expenses (19,906) (38,290)
Depreciation of tangible/intangible assets (17,143) (23,664)
London Stock Exchange fee (12,439) -
Total operating costs (5,662,709) (13,800,313)
OPERATING PROFIT / (LOSS) (89,828) 29,044
Non-operational income and expenses
Non-operating income 5 15,987 70,989
Non-operating expenses 5 (30,942) (8,387)
RTO Expenses 6 (29,544) (2,723,648)
NET NON-OPERATING RESULT (44,499) (2,661,046)
Financial income and expenses
Interest income / (expenses) 7 (527,877) (490,194)
Financial income / (expenses) 8 92,619 (73,394)
NET FINANCIAL RESULT (435,258) (563,588)
PROFIT / (LOSS) BEFORE TAX (569,585) (3,195,590)
Profit tax (239) (15,492)
Deferred taxes 9 382,369 65,312
PROFIT / (LOSS) FOR THE PERIOD (187,455) (3,145,770)
OTHER COMPREHENSIVE INCOME
Revaluation reserve - (393)
Transactions with owners (business restructuring) 10 3,896 (1,509,883)
Exchange differences on translating foreign operations - 222,601
Translation difference 652,910 (1,077,074)
OTHER COMPREHENSIVE INCOME 656,806 (2,364,749)
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD 469,351 (5,510,519)
Basic and diluted loss per share 11 (0,01) (0,14)
Consolidated statement of financial position as at 31 December 2023
Notes 31 December 2023 31 December 2022
ASSETS
Non-current assets
Investments 12 10,641,147 10,156,381
Deferred tax assets 9.1 448,155 58,162
Right-of-use assets 15 49,232 66,156
Intangible assets 14 9,114 7,038
Tangible fixed assets 13 1,784 3,391
Total non-current assets 11,149,432 10,291,128
Current assets
Trade and other receivables 16 1,296,517 2,930,095
Cash at bank 17 144,182 911,686
Other short-term assets - 3,516
Total current assets 1,440,699 3,845,297
TOTAL ASSETS 12,590,131 14,136,425
EQUITY AND LIABILITIES
EQUITY
Share Capital 25 194,426 194,426
Share premium 25 13,424,392 13,660,572
Share based payments 1,926,720 1,926,720
Revaluation reserve 854,196 854,196
Retained earnings (7,128,181) (6,944,622)
Translation difference (220,443) (873,353)
TOTAL EQUITY 9,051,110 8,817,939
LIABILITIES
Non-current liabilities
Loans (long term) 19 2,567,010 2,055,712
Other long-term liabilities 20 32,619 53,722
Total non-current liabilities 2,599,629 2,109,434
Current liabilities
Trade and other payables 18 618,358 2,905,091
Loans (short term) 19 94,950 81,608
Accrued expenses 20,448 34,235
Current tax liabilities 18,062 17,823
Other short-term liabilities 21 187,574 170,295
Total current liabilities 939,392 3,209,052
TOTAL LIABILITIES 3,539,021 5,318,486
TOTAL EQUITY AND LIABILITIES 12,590,131 14,136,425
Consolidated statement of changes in equity for the year ended 31 December
2023
Notes Share Capital Share premium Share based payments Revaluation reserve Convertible notes reserve Retained earnings Exchange differences on translating foreign operations Translation difference Total equity
Balance at 1 January 2023 194,426 13,660,572 1,926,720 854,196 - (6,944,622) - (873,353) 8,817,939
Transactions with owners - (236,180) - - - - - - (236,180)
Results from activities - - - - - (187,455) - - (187,455)
Other comprehensive income - - - - - 3,896 - 652,910 656,806
Balance at 31 December 2023 194,426 13,424,392 1,926,720 854,196 - (7,128,181) - (220,443) 9,051,110
Notes Share Capital Share premium Share based payments Revaluation reserve Convertible notes reserve Retained earnings Exchange differences on translating foreign operations Translation difference Total equity
Balance at 30 September 2021 187,128 12,938,022 - 854,196 393 (2,288,969) (222,601) 203,721 11,671,890
Transactions with owners 7,298 722,550 1,926,720 - - - - - 2,656,568
Results from activities - - - - - (3,145,770) - - (3,145,770)
Other comprehensive income - - - - (393) (1,509,883) 222,601 (1,077,074) (2,364,749)
Balance at 31 December 2022 194,426 13,660,572 1,926,720 854,196 - (6,944,622) - (873,353) 8,817,939
Consolidated statement of cash flows for the year ended 31 December 2023
Notes 31 December 2023 31 December 2022
OPERATING ACTIVITIES
Profit / (loss) before taxation (569,585) (3,195,590)
Adjustments for
Depreciation of tangible/intangible fixed assets 17,143 23,664
Depreciation of right-of-use assets 19,906 38,290
Interest not paid (received) 124,048 51,562
Inventories - 33
Trade and other receivables 1,633,578 (1,186,224)
Trade and other payables (2,286,733) 940,044
Other assets 3,516 132,660
Other liabilities 18,282 (24,284)
Accrued expenses (13,787) 23,579
Non-operating expenses - 3,148,046
Cash generated from operations (1,053,632) (48,220)
Taxes reclaimed (paid) - -
Total cash flow from operating activities (1,053,632) (48,220)
INVESTMENT ACTIVITIES
Purchase /disposal of property, plant and equipment - (3,391)
Purchase /disposal of other intangible assets (17,072) (15,276)
Acquisition of subsidiaries, net of cash acquired - (291,747)
Total cash flow from investment activities (17,072) (310,414)
FINANCING ACTIVITIES
Loans given / received 495,000 625,000
Financial obligations (right-of-use) (20,229) (71,103)
Interest paid (right-of-use) (1,877) (5,032)
Total cash flow from financing activities 472,894 548,865
NET CASH FLOW (597,810) 190,231
Exchange differences and translation differences on funds (169,694) (34,704)
MOVEMENTS IN CASH FUND (767,504) 155,527
Balance as of beginning of the period 911,686 756,159
Movement for the period (767,504) 155,527
Balance as of the end 144,182 911,686
Notes to the consolidated financial statements, comprising significant
accounting policies and other explanatory information for the year ended 31
December 2023
GENERAL INFORMATION
Vox Valor Capital LTD (the "Company").
Vox Valor Capital Ltd (former Vertu Capital Limited) was incorporated in the
Cayman Islands on 12 September 2014 as an exempted company with limited
liability under the Companies Law. The Company's registered office is Forbes
Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market
Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725.
The Group comprises from the parent company Vox Valor Capital LTD and the
following subsidiaries:
· Mobio (Singapore) Pte Ltd
Singapore 100% ownership by Vox Valor Capital LTD
· Vox Capital Ltd
United
Kingdom 100% ownership by Vox Valor Capital LTD
· Vox Valor Capital Pte Limited Singapore
100% ownership by Vox Capital Ltd
· Initium HK Limited Hong
Kong 100% ownership by Vox Capital Ltd
· Mobio Global Limited United
Kingdom 100% ownership by Vox Capital Ltd
· Mobio Global Inc
.
USA 100% ownership by Mobio Global Limited
On 18 October 2023 the Sale-purchase agreement was concluded on sale 100%
shares of Mobio (Singapore) Pte. Ltd from Mobio Global Ltd to Vox Valor
Capital Ltd.
The principal activity of the Group is businesses in the digital marketing,
advertising and content sector. The Group focuses on App, Mobile, Performance
and has been providing the services for the promotion of mobile apps and
games.
Vox Valor Capital Ltd operates as a vehicle to consolidate businesses in the
digital marketing, advertising and content sector. To reporting date, the
Group has acquired a 100% interest in Mobio Global Limited (Mobio), a UK
digital marketing company and has also acquired an equity interest in another
UK based app monetisation and marketing group.
The Group's strategy for the next period will be to operate Mobio and seek to
acquire other complementary businesses in the digital marketing, advertising
and content sector. Unless required by applicable law or other regulatory
process, no Shareholder approval will be sought by the Company in relation to
any future acquisition.
The Company is controlled by Vox Valor Holding LTD (UK).
Final beneficiaries of the Group are: Pieter van der Pijl, Stefans Keiss, and
Sergey Konovalov.
Management (Directors)
· John G Booth (Chairman and Non-Executive Director)
· Rumit Shah (Non-Executive Director)
· Simon Retter (Non-Executive Director) (resigned on 31 August
2023)
· Konstantin Khomyakov (Finance Director)
Going concern
At the time of approving the financial statements, the Management has a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Thus, the Management
continues to adopt the going concern basis of accounting in preparing the
financial statements.
ACCOUNTING POLICIES
The Consolidated Financial Statements have been prepared in accordance with
UK-adopted International Accounting Standards ("IFRS") and interpretations
issued by the International Accounting Standards Board ("IASB") and
interpretations issued by the International Financial Reporting Standards
Interpretations Committee ("IFRIC").
The presentational currency of the Group is US dollars (USD).
The notes are an integral part of the financial statements.
Reporting period
These financial statements are presented as a continuation of the financial
statements of Vox Capital Ltd.
These financial statements represent the financial reporting period of the
Group from 1 January 2023 till 31 December 2023. The end of the reporting
period of Vox Capital Ltd has been changed in 2022 from 30 September to 31
December, so the comparative period is from 1 October 2021 to 31 December 2022
for Vox Capital Ltd and subsidiaries for the period from 1 January to 31
December.
General
An asset is disclosed in the statement of financial position when it is
probable that the expected future economic benefits attributable to the asset
will flow to the entity and the cost of the asset can be reliably measured. A
liability is disclosed in the statement of financial position when it is
expected to result in an outflow from the entity of resources embodying
economic benefits and the amount of the obligations can be measured with
sufficient reliability.
If a transaction results in transfer of future economic benefits and/or when
all risks associated with assets or liabilities have been transferred to a
third party, the asset or liability is no longer included in the statement of
financial position. Assets and liabilities are not included in the statement
of financial position if economic benefits are not probable or cannot be
measured with sufficient reliability.
The income and expenses are accounted for during the period to which they
relate. Revenue is recognized when control over service is transferred to a
customer.
The Management is required to form an opinion and make estimates and
assumptions for assets, liabilities, income, and expenses. The actual result
may differ from these estimates. The estimates and the underlying assumptions
are constantly assessed. Revisions are recognised during a corresponding
revision period as well as any future periods affected by the revision. The
nature of these estimates and judgements, including related assumptions, is
disclosed in the notes to corresponding items in the financial statement.
Basis of consolidation
On 30 June 2021 the Company announced its intention to acquire Vox Capital
Ltd, the parent company that wholly owns a mobile marketing agency, Mobio
Global, and has shareholdings in an influencer marketing automation platform
and a mobile app monetisation platform. The Acquisition was constituted a
Reverse Takeover (RTO) under the Listing Rules as the value of the
consideration exceed the Company's market capitalisation and it result in a
fundamental change in the business of the Company as it owns an operating
business. On 30 September 2022, the Company entered into a sale and purchase
agreement with the Vox Sellers.
Consolidated financial statements reflect the substance of the transaction.
The substance of the transaction is Vox Capital Ltd, the accounting acquirer
(operating company) has made a share-based payment to acquire a listing along
with the listed company's cash balances and other net assets. The transaction
is therefore accounted for in accordance with IFRS 2.
The Consolidated Financial Statements incorporate the financial information of
Vox Capital Ltd and all its subsidiary undertakings. Subsidiary undertakings
include entities over which the Group has effective control. The Company
controls a group when it is exposed to, or has right to, variable returns from
its involvement with the Group and has the ability to affect those returns
through its power over the Group. In assessing control, the Group takes into
consideration potential voting rights.
· The Company acquired Vox Valor Capital LTD on 30 September
(holding company)
· The Company acquired Vertu Capital Holding Ltd on 30 September
(holding company) and disposed on 23 February 2023
· The Company acquired Vox Valor Capital Singapore Pte Limited on 8
October 2020 (holding company)
· The Company acquired Initium HK Limited on 14 December 2020
(holding company)
· The Company acquired Mobio (Singapore) Pte Ltd on 14 October
2020.
· The Company acquired Mobio Global Inc. on 27 April 2022
Principles for foreign currency translation
The financial statements of the Group are presented in US dollars, which is
the Group's presentation currency.
Receivables, liabilities, and obligations denominated in any currency other
than USD are translated at the exchange rates prevailing as of the reporting
date.
Transactions in any currency other than USD during the financial year are
recognized in the financial statements at the average annual exchange rate.
The exchange differences resulting from the translation as of the reporting
date, taking into account possible hedging transactions, are recorded in the
consolidated statement of profit or loss and other comprehensive income.
The nominal value of the share capital and other share components of the
subsidiaries are denominated in Singapore dollars (SGD) and in the pounds of
sterling (GBP) and translated into USD using historical exchange rate; the
exchange differences resulting from this translation are recorded in the
Exchange differences on translating foreign operations in the statement of
financial position.
Cross-rates GBP/USD, USD/SGD and average rate GBP/USD are taken from
https://www.exchangerates.org.uk/ (https://www.exchangerates.org.uk/) and
closing rate GBP/USD is taken from the site Currency Exchange Rates -
International Money Transfer | Xe (https://www.xe.com/) .com.
GBP/USD 31.12.2023 31.12.2022
Closing rate 1.2731 1.2101
Average rate 1.2439 1.2369
Revenue
The Group's revenue comprises primary income from the provision of mobile
marketing services in 2023 and 2022. Revenue is recognized when the related
services are delivered based on the specific terms of the contract. The Group
uses a number of different information technology ("IT") systems to track
certain actions as specified in customer contracts. The calculation of charges
for mobile marketing services is carried out automatically by the technology
platform based on pre-defined key parameters, including unit price and volume.
These IT systems are complex and process large volumes of data.
Records of mobile marketing services charges are generated in an aggregated
amount for each category and are manually entered into the accounting system
on a monthly basis.
Revenue recognition
Revenue is measured based on specific contract terms and excludes amounts
collected on behalf of any third parties. Revenue is recognized when control
over service is transferred to a customer.
The following is a description of principal activities from which the Group
generates its revenue.
Revenue from mobile advertising services
Revenue from mobile marketing services primarily includes the income generated
as a result of providing mobile marketing services by the Group. The Group
utilizes a combination of pricing models and revenue is recognized when the
related services are delivered based on specific contract terms, which are
commonly based on:
a) specified actions (i.e., cost per action ("CPA") or other preferences
agreed with advertisers), or
b) agreed rebates to be earned from certain publishers.
Specified actions
Revenue is recognized on a CPA basis once agreed actions (download,
activation, registration, etc.) are performed. Individually, none of the
factors can considered presumptive or determinative, because the Group is the
primary obligor responsible for (1) identifying and contracting third-party
advertisers considered as customers by the Group; (2) identifying mobile
publishers to provide mobile spaces where mobile publishers are considered as
suppliers; (3) establishing prices under the CPA model; (4) performing all
billing and collection activities, including retaining credit risk; and (5)
bearing sole responsibility for the fulfillment of advertising services, the
Group acts as the principal of these arrangements and therefore recognizes the
revenue earned and costs incurred related to these transactions on a gross
basis.
Principal versus agent considerations - revenue from provision of mobile
marketing services
Determining whether the Group is acting as a principal or as an agent in the
provision of mobile marketing services requires judgements and considerations
of all relevant facts and circumstances. The Group is a principal to a
transaction if the Group obtains control over the services before they are
transferred to customers. If the level of control cannot be determined, if the
Group is primarily obligated in a transaction, has latitude to establish
prices and select publishers, or several but not all of these factors are
present, the Group records revenues on a gross basis. Otherwise, the Group
records the net amount earned as commissions from services provided.
Segment reporting
In a manner consistent with the way in which information is reported
internally to the Management (chief operating decision maker) for the purpose
of resource allocation and performance assessment, the Group has one
reportable segment, which is Mobile marketing business.
Mobile marketing business: this segment delivers mobile advertising services
to customers globally through a Software-as-a-Service ("SaaS") programmatic
advertising platform, top media and affiliate ad-serving platform.
No segment assets and liabilities information are provided as no such
information is regularly provided to the Management for the purpose of
decision-making, resources allocation, and performance assessment.
Revenue may be disaggregated by timing of revenue recognition:
- Point in time, and
- Over time.
Notes #1 specifies information about the geographical location of the Group's
revenue from external customers. The geographical location of customers is
based on the location of the customers' headquarters.
Cost of sales (operating expenses)
Cost of sales represents the direct expenses that are attributable to the
services delivered. They consist primarily of payments to platforms and
publishers under the terms of the revenue agreements. The cost of sales can
include commissions where applicable.
Financial instruments
The Group classifies financial instruments, or their component parts, on
initial recognition as a financial asset, a financial liability, or an equity
instrument in accordance with the terms of the contractual arrangement.
Financial instruments are recognised on trade date when the Group becomes a
party to the contractual provisions of the instrument. Financial instruments
are recognised initially at fair value plus, in the case of a financial
instrument not at fair value through profit and loss, transaction costs that
are directly attributable to the acquisition or issue of the financial
instrument. Financial instruments are derecognised on the trade date when the
Group is no longer a party to the contractual provisions of the instrument.
Trade and other receivables and trade and other payables
Trade and other receivables are recognised initially at transaction price less
attributable transaction costs. Trade and other payables are recognised
initially at transaction price plus attributable transaction costs. Subsequent
to initial recognition they are measured at amortised cost using the effective
interest method, less any expected credit losses in the case of trade
receivables. If the arrangement constitutes a financing transaction, for
example if payment is deferred beyond normal business terms, then it is
measured at the present value of future payments discounted at a market rate
of interest for a similar debt instrument.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at the present value of
future payments discounted at a market rate of interest. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised costs using
the effective interest method, less any impairment losses.
Other financial commitments
Financial commitments that are not held for trading purpose are carried at
amortised cost using the effective interest rate method.
Goodwill and Other Purchased Intangibles
Goodwill, representing the excess of purchase price and acquisition costs over
the fair value of net assets of businesses acquired, and other purchased
intangibles.
The Group annually reviews the recoverability of all long-term assets,
whenever events or changes in circumstances indicate that the carrying amount
of an asset might not be recoverable. The Group determines whether there has
been an impairment by comparing the anticipated discounted future net cash
flows to the related asset's carrying value. If an asset is considered
impaired, the asset is written down to fair value which is either determined
based on discounted cash flows or appraised values, depending on the nature of
the asset.
Other purchased intangibles assessment
The Group annually reviews the recoverability of all long-term assets,
whenever events or changes in circumstances indicate that the carrying amount
of an asset might not be recoverable. The Group determines whether there has
been an impairment by comparing the anticipated undiscounted future net cash
flows to the related asset's carrying value. If an asset is considered
impaired, the asset is written down to fair value which is either determined
based on discounted cash flows or appraised values, depending on the nature of
the asset.
Intangible fixed assets
Concessions, Intellectual Property and Licenses are stated at cost less
accumulated amortisation.
Amortisation is recognized in the income statements on a straight-line over
the estimated useful life as follows:
· Trademarks - 10 years.
· Licenses - validity period.
· Programs - 5 years.
Tangible fixed assets
Tangible fixed assets are stated at their historical cost less accumulated
depreciation. Depreciation is recognized in the income statement in a
straight-line basis over the estimated useful lives of each item of tangible
fixed assets. The minimum cost to recognize an object as a fixed asset is
3,000 USD. The annual depreciation rates applied are:
· Technical and office equipment, computers - 3 years.
Leases
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
· Leases of low value assets; and
· Leases with a duration of twelve months or less.
Lease liabilities are measured at the present value of contractual payments
due to the lessor over the lease term, with the discount rate determined by
reference to the rate inherent in the lease unless (as is typically the case)
this is not readily determinable, in which case the Group's incremental
borrowing rate placed at the official site of the Bank of England.
Variable lease payments are only included in the measurement of the lease
liability if they depend on an index or on market rate. In such cases, the
initial measurement of the lease liability assumes the variable element will
remain unchanged throughout the lease term. Other variable lease payments are
expensed in the period to which they relate.
Right-of-use assets are initially measured at the amount of lease liability,
reduced for any lease incentives received, and increased for:
· Lease payments made at or before commencement of the lease.
· Initial direct costs incurred; and
· The amount of any provision recognised where the Group is
contractually required to dismantle, remove, or restore the leased asset
(typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease (because, for
example, it re-assesses the probability of a lessee extension or termination
option being exercised), it adjusts the carrying amount of the lease liability
to reflect the payments to be made over the revised term, which are discounted
at the same discount rate that applied on lease commencement. The carrying
value of lease liabilities is similarly revised when the variable element of
future lease payments dependent on a rate or index is revised. In both cases
an equivalent adjustment is made to the carrying value of the right-of-use
asset, with the revised carrying amount being amortised over the remaining
(revised) lease term.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases that have a lease term of 12 months or less
and low-value assets, including IT equipment. The Group would recognise the
lease payments associated with these leases as an expense on a straight-line
basis over the lease term.
Receivables
Upon initial recognition the receivables are included at fair value and then
valued at amortised cost. The fair value and amortised cost equal the face
value. Any provision for doubtful accounts deemed necessary is deducted. These
provisions are determined by individual assessment of the receivables. All
receivables are due within one year.
Cash
Cash and cash equivalents comprise cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Group's cash management are included as a component of cash and cash
equivalents for the purpose only on the cash flow statement.
The cash flow statement from operating activities is reported using the
indirect method.
Provisions
These are recognised when the Group has a present legal or constructive
obligation as a result of past events, when it is probable that an outflow of
resources will be required to settle the obligation, and the amount can be
reliably estimated.
Provisions are measured at the present value of the expenditure expected to be
required to settle the obligation, using a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the
obligation. The increase in the provision due to the passage of time is
recognised as a finance cost.
Deferred taxes
A deferred tax liability / asset is recognized for any differences in
commercial and fiscal valuation of the Group's assets and liabilities.
Taxation
Current tax is the tax currently payable based on the taxable profit for the
year.
The Group recognises current tax assets and liabilities of entities in
different jurisdictions separately as there is no legal right of offset.
Deferred tax is provided in full on temporary differences between the carrying
amounts of assets and liabilities and their tax bases, except when, at the
initial recognition of the asset or liability, there is no effect on
accounting or taxable profit or loss under a business combination. Deferred
tax is determined using tax rates and laws that have been substantially
enacted by the statement of financial position date, and that are expected to
apply when the temporary difference reverses.
Tax losses available to be carried forward, and other tax credits to the
Group, are recognised as deferred tax assets, to the extent that it is
probable that there will be future taxable profits against which the temporary
differences can be utilised. Changes in deferred tax assets or liabilities are
recognised as a component of the tax expense in the statement of comprehensive
income, except where they relate to items that are charged or credited
directly to equity, in which case the related deferred tax is also charged or
credited directly to equity.
Inventories
Inventories are stated at the lower of cost and net realizable value. Net
realizable value is the estimated selling price in the ordinary course of
business, less applicable variable selling expenses. Cost of inventory is
determined on the weighted average cost basis.
Financial income and expenses
Financing income includes forex exchange and financial expenses include bank
fee.
Possible impact of amendments, new standards and interpretations issued but
not yet effective for the accounting period beginning on 31 December 2023
Up to date of issue of the financial statements, the IASB has issued a number
of amendments and new standards, IFRS 17, Insurance contracts, which are not
yet effective for the year ended 31 December 2023 and which have not been
adopted in these financial statements.
These developments include the following which may be relevant to the Company
(effective for accounting periods beginning on or after 1 January 2024):
- Amendments to IAS 1, Classification of Liabilities as Current or Non-current
and Non-current Liabilities with Covenants
- Amendments toIFRS 16, Lease Liability in a Sale and Leaseback
- Amendments to IAS 7 and IFRS 7, Disclosures: Supplier Finance Arrangements
- Amendments to IAS 21, Lack of exchangeability
The Company is in the process of making an assessment of what the impact of
these amendments, new standards and interpretations is expected to be in the
period of initial application. So far it has concluded that the adoption of
them is unlikely to have a significant impact on the financial statements.
ACCOUNTS BREAKDOWN AND NOTES
1. Revenue
Revenue arises from:
Country 31 December 2023 31 December 2022
UK 4,840,657 9,817,001
Singapore 718,692 297,932
USA 13,532 3,308
Russian Federation* - 3,711,116
Total 5,572,881 13,829,357
Revenue is segmented by the country where it was received.
(*) Reflected the revenue received in the Russian Federation for the period
from January 1 to August 2, 2022 (date of disposal of Mobile Marketing LLC)
(Note 10).
2. Operating expenses
Country 31 December 2023 31 December 2022
UK 3,318,094 9,336,308
Singapore 833,170 815,484
USA 156,118 8,860
Russian Federation* - 2,424,584
Total 4,307,382 12,585,236
Expenses 31 December 2023 31 December 2022
Platforms and publishers' fees 3,059,181 10,976,611
Premium receivable from platforms - (82,439)
Contractor fees 1,248,201 1,327,870
Salary - 306,220
Insurance contributions - 50,806
Other - 6,168
Total 4,307,382 12,585,236
Operating expenses include the cost of the services of third parties for the
placement of advertising and information materials of the Group's clients and
the salaries expenses and social contributions of employees.
(*) Reflected the amount of operating expenses incurred in the Russian
Federation for the period from January 1 to August 2, 2022 (date of disposal
of Mobile Marketing LLC) (Note 10).
3. Operating segments
The operating segments identifies based on internal reporting for
decision-making. The Group is operated as one business with key decisions
irrespective of the geography where work for clients is carried out. The
Management (chief operating decision maker) considers that the Group has one
operating segment. Therefore, no additional disclosure has been represented.
Geographical disclosures are presented in the notes 1,2.
4. Administrative expenses
Expenses 31 December 2023 31 December 2022
Wages & Salaries - Chief executive 340,661 236,637
Wages & Salaries 82,888 184,052
Social taxes - Chief executive 84,962 9,225
Social taxes 14,235 21,394
Audit and Accountancy fees (admin) 159,104 68,064
IT services and license fees 30,592 94,283
Voluntary medical insurance of employees 28,242 6,911
Business travel expenses 22,370 12,690
Employers National Insurance 20,664 4,272
Advertising & Marketing 19,854 -
Other administrative expenses 17,496 33,066
Total 821,068 670,594
No deferred income tax asset has been recognised in respect of the losses
carried forward, due to the uncertainty as to whether the Company will
generate sufficient future profits in the foreseeable future to prudently
justify this.
Staff details (administrative and operating)
Number of staff 31 December 2023 31 December 2022
UK 3 2
including Director 2 2
Singapore - -
USA 2 4
including Director 1 1
Total 5 6
Staff cost (operating and administrative) 31 December 2023 31 December 2022
Wages & Salaries - Chief executive 340,661 236 637
Wages & Salaries 82,888 490 272
Social taxes - Chief executive 84,962 9 225
Social taxes 14,235 72 200
Total 522,746 808 334
Current year audit fees USD 44,804 (equivalent of £40k), comparative USD
44,804 (equivalent of £40k).
5. Non-operating income and expenses
Non-operating income 31 December 2023 31 December 2022
VAT (tax agent) reversing 6,242 -
Provision for bad debts (gain) 6,702 67,767
Other non-direct income 3,043 3,222
Total 15,987 70,989
Non-operating expenses 31 December 2023 31 December 2022
Provision for bad debts - 6,702
Accounts receivable written-off 8,004 -
Other non-operating expenses 22,938 1,685
Total 30,942 8,387
6. Reverse acquisition (RTO)
Expenses 31 December 2023 31 December 2022
Acquisition of Vox Capital Ltd (note 26) - 1,856,898
Consulting fees 29,544 866,750
Total 29,544 2,723,648
7. Interest income and expenses
Interest income 31 December 2023 31 December 2022
Other interest income - 272
Interest income total - 272
Interest expenses 31 December 2023 31 December 2022
TDFD loan interest 494,727 303,711
Loan Note Interest Expense - 172,440
AdTech loan 28,269 7,179
Mobile Marketing LLC 3,004 2,104
Rent interest 1,877 5,032
Total 527,877 490,466
8. Finance income and financial expenses
Finance income 31 December 2023 31 December 2022
FX differences 97,325 -
Total 97,325 -
Finance expenses 31 December 2023 31 December 2022
FX differences - 60,552
Bank fee 4,706 12,842
Total 4,706 73,394
9. Taxation
Profit tax 31 December 2023 31 December 2022
UK corporation tax (19%)* - 12,584
USA (21%) - -
Singapore corporation tax (17%) (239) (17,823)
Russian corporation tax (20%) - (10,253)
Total current tax (239) (15,492)
Deferred tax
Deferred tax UK 244,593 33,520
Deferred tax USA 124,232 21,060
Deferred tax Singapore 13,544 866
Deferred tax Russia - 9,866
Deferred tax in Profit and Loss report 382,369 (65,312)
Taxation on profit on ordinary activities 382,130 49,820
Deferred tax in Statement of financial position - opening balance 58,162 42,174
Deferred tax in Statement of Profit and Loss during reporting period 382,369 65,312
Translation difference 7,624 (16,148)
Deferred tax in Statement of financial position - disposed companies - (33,176)
Deferred tax in Statement of financial position for the period 448,155 58,162
(*) Local reporting period for the Mobio Global UK is a financial year since
June 1 until May 31 and the final amount of the profit tax payable will be
calculated till the reporting date. According to the results of the local
financial year for 2021, the Company received a loss, thus the amount of tax
accrued in the reporting 2021 is reversed in the 2022.
Reconciliation of tax expense 2023 Mobio Global Mobio Singapore Mobio USA Total
Profit on ordinary activities before taxation (1,287,333) (78,263) (591,578) (1,957,174)
Tax rate 19% 17% 21% x
Profit on ordinary activities multiplies by standard rate (244,593) (13,305) (124,232) (382,130)
Effects of:
(a) Actual taxes in reporting package (248,582) (14,683) (124,232) (386,358)
(b) Profit tax to be paid - 239 - 239
(c) Translation difference 3,989 - - 3,989
Total (244,593) (14,444) (124,232) (382,130)
Including:
Deferred tax (244,593) (14,683) (124,232) (382,369)
Profit tax - 239 - 239
Reconciliation of tax expense 2022 Mobio Global Mobile Marketing Mobio Singapore Mobio USA Total
Profit on ordinary activities before taxation (176,422) (5,782) 92,125 (100,285) (190,364)
Tax rate 19% 20% 17% 21% -
Profit on ordinary activities multiplies by standard rate (33,520) (1,157) 15,661 (21,060) (40,076)
Effects of:
(a) Taxes not recognized - - (1 296) - (1,296)
(b) Tax effect of permanent difference / temporary - (1,544) - - (1,544)
(c) Actual taxes in reporting package (14,308) (9,077) (866) (21,060) (45,311)
(d) Profit tax to be paid - 10,253 17,823 - 28,076
(e) Translation difference (19,212) (789) - - (20,001)
Total (33,520) (1,157) 15,661 (21,060) (40,076)
Taxes in reporting package (c+d+e) (33,520) 387 16,957 (21,060) (37,236)
Profit tax 2021 cancelling (12,584) - - - (12,584)
Total taxes in reporting package (46,104) 387 16,957 (21,060) (49,820)
No deferred income tax asset has been recognised in respect of the losses
carried forward in Vox Capital Ltd and Vox Valor Capital Ltd, due to the
uncertainty as to whether the Companies will generate sufficient future
profits in the foreseeable future to prudently justify this.
Net deferred tax assets recognized as of 31 December 2022, was not impaired.
9.1. Deferred taxes
Deferred taxes movement 2023
As of 1 January Movements As of 31 December
Item Deferred BS Charge to profit or loss Translation difference Deferred BS
Right-of-use assets 940 (149) 45 836
Property and equipment - 331 8 339
Intangible assets (1 338) (317) (76) (1,731)
Trade receivables (payables) (28,136) (1,948) (1,554) (31,638)
Provisions 1,139 (1,139) - -
Losses of previous years 85,557 385,591 9,201 480,349
Total 58,162 382,369 7,624 448,155
Deferred taxes movement 2022
As of 1 January Movements As of 31 December
Item Deferred tax BS Charge to Translation difference Writing-off (investment disposal) Deferred tax BS
profit or loss
Right-of-use assets 2,139 (949) 62 (312) 940
Property and equipment (4,500) 2,110 (546) 2,936 -
Intangible assets - (2,356) 44 974 (1,338)
Trade receivables (payables) 31,040 (25,831) 4,421 (36,627) (26,997)
Borrowings 147 (27) 27 (147) -
Provisions 13,348 (13,553) 205 - -
Losses of previous years - 87,026 (1,469) - 85,557
Translation difference - 18,892 (18,892) - -
Total 42,174 65,312 (16,148) (33,176) 58,162
10. Transactions with owners (business restructuring)
Transactions 2023:
On 23 February 2023 Vertu Capital Holding Ltd was disposed, total effect on
these restructuring is a loss in amount of USD 3,896.
Transactions 2022:
Investment in Mobile Marketing LLC disposal
Given the current geopolitical context and uncertainty surrounding the
sanction regime, on 22 July 2022 the Group disposed of Mobile Marketing LLC to
Sergey Konovalov (international group member, the ultimate beneficiary), which
became effective with the Russian registry on 2 August 2022. The consideration
due from Sergey Konovalov to Mobio Global LTD as a result of the transfer was
303,660 USD. Mobio Global LTD applied the transfer consideration to repay part
of the amounts owed (being at least 303,660 USD) by Mobio Global LTD to Vox
Capital Ltd in respect intra-Group balances.
In connection with the deal on selling shares of Mobile Marketing LLC on
August 2, 2022, the relevant amount of Contingent shares consideration was
written-off the balance.
The sale of a subsidiary to an ultimate beneficiary is accounted for as an
equity transaction with owners. The effect of restructuring of the business is
as follows:
2022
Income from investment in Mobile Marketing LLC (Russia) sale 303,660
Goodwill writing-off (1,923,299)
Mobile Marketing LLC (Russia) net assets (702,268)
Contingent shares consideration Mobio Russia writing-off 1,195,583
Total effect on business restructuring (1,126,323)
Investment in Storiesgain Pte Ltd disposal
Storiesgain Pte Ltd is incorporated in Singapore. Its registered office is 68
Circular Road, #02-01, Singapore, 049422. The principal activity of
Storiesgain Pte Ltd is advertising activities with other information
technology and computer service activities as the secondary activity. As of 30
September 2021 the number of shares held in Storiesgain Pte Ltd was 20 and
represented a 18.00% holding. The shares in Storiesgain Pte Ltd was directly
held by Initium HK Limited. In accordance with Shares sale and purchase
agreement dated June 25, 2022 the shares in Storiesgain Pte Ltd were sold to
an independent buyer. The amount of remuneration due to the Group is 122,400.
The sale of a subsidiary to an ultimate beneficiary is accounted for as an
equity transaction with owners. The effect of restructuring of the business is
as follows:
2022
Income from investment in Storiesgain sale 122,400
Cost of investment (505,960)
Effect on business restructuring (383,560)
Total effect on business restructuring 2022 is a loss in amount of USD
1,509,883.
11. Earnings per share
Basic (losses)/earnings per share is calculated by dividing the profit/(loss)
attributable to equity shareholders by the weighted average number of shares
outstanding during the year.
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. As at 31 December 2022 the Group has outstanding
Warrants issued to the NED Directors (Non-executive directors) and Stonedale
Management and Investments Limited Ltd (Stonedale), which when exercised will
convert into Ordinary Shares. Total number of Warrants in issue is 45,833,333.
Stonedale Warrant Instrument
The Group and Stonedale entered into a warrant deed dated 30 September 2022,
pursuant to which the Company had granted to Stonedale the Fee Warrants. The
Fee Warrants represent 0.87 per cent of the Enlarged Ordinary Share Capital.
The Fee Warrants are capable of being exercised for a price of £0.012 and for
a term of three years from the date of Admission.
NED Warrant Instrument
The Group and the NED Directors entered into a warrant deed dated 30 September
2022, pursuant to which the Company had granted to NED Directors the NED
Warrants. The NED Warrants represent 1.06 per cent of the Enlarged Ordinary
Share Capital. The NED Warrants are capable of being exercised for a price of
£0.012 and for a term of three years from the date of Admission.
31 December 2023 31 December 2022
Loss for the period after tax for the purposes of basic and diluted earnings (187,455) (3,145,770)
per share
Number of ordinary shares 2,368,395,171 2,368,395,171
Weighted average number of ordinary shares in issue for the purposes of basic 2,368,395,171 2,195,443,485
earnings per share
Loss per share (cent) (0.01) (0.14)
During a period where the Group or Company makes a loss, accounting standards
require that 'dilutive' shares for the Group be excluded in the earnings per
share calculation, because they will reduce the reported loss per share;
consequently, all per-share measures in the current period are based on the
weighted number of ordinary shares in issue.
12. Investments
Investments in subsidiaries
Subsidiary undertakings Country of incorporation
31 December 2023 31 December 2022
Vertu Capital Holding Ltd. United Kingdom - 100%
Vox Capital Ltd United Kingdom 100% 100%
Vox Valor Capital Pte Ltd Singapore 100% 100%
Initium HK Ltd Hong Kong 100% 100%
Mobio Global Ltd United Kingdom 100% 100%
Mobio (Singapore) Pte Ltd Singapore 100% -
Vox Valor Capital Pte. Limited and Initium HK Limited are companies holding
investments in stock.
Vertu Capital Holding Ltd disposed on 23 February 2023.
Mobio Global Limited was created as an acquisition purposes vehicle. On April
27, 2022, the Company purchased the shares in Mobio Global Inc. (USA), the
total purchase price is 30 000 USD. On October 18, 2023, the Company sold the
shares in Mobio (Singapore) Pte Ltd o Vox Valor Capital Ltd, the total
purchase price was 1 000 USD.
Subsidiary undertakings Country of incorporation 31 December 2023 31 December 2022
Mobio Global Inc. USA 100% 100%
Mobio (Singapore) PTE LTD Singapore - 100%
The registered office of Mobio Global Ltd is 71-75 Shelton Street London WC2H
9JQ.
The registered office of Mobio Global Inc. is 850 New Burton Road, Suite 201,
Dover, DE 19904. USA
Investments at fair value
Investments at fair value 31 December 2023 31 December 2022
Airnow PLC shares 10,641,147 10,156,281
Total 10,641,147 10,156,281
Airnow PLC is incorporated in the United Kingdom. Its registered office is
Salisbury House, London Wall, London, EC2M 5PS. The principal activity of
Airnow PLC is the development of services to the mobile app community. The
number of shares held in Airnow PLC is 5,736,847 and represents a 6.37%
holding. The shares in Airnow PLC are directly held by Vox Valor Capital
Singapore Pte Limited. There is no amount still to be paid in respect of these
shares. No amount is owed either to or from Airnow PLC by the Vox Group.
13. Tangible fixed assets
Cost 2023 2022
As of 1 January 3,391 93,346
Additions - 7,110
Disposals - (14,443)
Disposals - subsidiaries sale - (83,986)
Translation difference 176 1,364
As of 31 December 3,564 3,391
Depreciation
As of 1 January - (71,778)
Depreciation charge (1,743) (9,497)
Disposals - 14,443
Disposals - subsidiaries sale - 67,938
Translation difference (40) (1,106)
As of 31 December (1,783) -
Net book value
As of 1 January 3,391 21,568
As of 31 December 1,784 3,391
Tangible fixed assets are amortized over 3 years. Depreciation expenses are
included in profit and loss under the «Depreciation of tangible / intangible
assets».
14. Intangible assets
Intangible assets movement as of 31 December 2023:
Cost Licenses Total
As of 1 January 14,944 14,944
Additions 17,071 17,071
Disposals (15,362) (15,362)
Translation difference 819 819
As of 31 December 17,472 17,472
Depreciation
As of 1 January (7,906) (7,906)
Depreciation charge (15,400) (15,400)
Disposals 15,362 15,362
Translation difference (414) (414)
As of 31 December (8,358) (8,358)
net book value
As of 1 January 7,038 7,038
As of 31 December 9,114 9,114
Intangible assets movement as of 31 December, 2022:
Cost Trademark Programs Licenses Total
As of 1 January 316 29,382 5,452 35,150
Additions - - 17,472 17,472
Disposals - - (5,275) (5,275)
Disposals - subsidiaries sale (321) (29,835) (2,456) (32,612)
Translation difference 5 453 (249) 209
As of 31 December - - 14,944 14,944
Depreciation
As of 1 January (100) (24,487) (3,387) (27,974)
Depreciation charge (19) (2,948) (11,200) (14,167)
Disposals - - 5,275 5,275
Disposals - subsidiaries sale 120 27,812 1,282 29,214
Translation difference (1) (377) 124 (254)
As of 31 December - - (7,906) (7,906)
Net book value
As of 1 January 216 4,895 2,065 7,176
As of 31 December - - 7,038 7,038
Amortization is recognized in the income statements using the straight-line
method over the estimated useful life:
· Trademarks - 10 years.
· Licenses - validity period.
· Programs - 5 years.
15. Right-of-use assets
Right-of-use assets movement as of 31 December 2023:
Cost Leased server Total
As of 1 January 77,451 77,451
Additions - -
Disposals - -
Translation difference 4,036 4,036
As of 31 December 81,487 81,487
Depreciation
As of 1 January (11,295) (11,295)
Depreciation charge (19,906) (19,906)
Disposals - -
Translation difference (1,054) (1,054)
As of 31 December (32,255) (32,255)
Net book value
As of 1 January 66,156 66,156
As of 31 December 49,232 49,232
Right-of-use assets movement as of 31 December 2022:
Cost Leased property Leased server Total
As of 1 January 92,170 93,261 185,431
Additions - 77,850 77,850
Disposals (23,561) (94,698) (118,259)
Disposals - subsidiaries sale (70,029) - (70,029)
Translation difference 1,420 1,038 2,458
As of 31 December - 77,451 77,451
Depreciation
As of 1 January (23,042) (43,522) (66,564)
Depreciation charge (18,854) (19,436) (38,290)
Disposals 23,561 52,084 75,645
Disposals - subsidiaries sale 18,854 - 18,854
Translation difference (519) (421) (940)
As of 31 December - (11,295) (11,295)
Net book value
As of 1 January 69,128 49,739 118,867
As of 31 December - 66,156 66,156
Lease liabilities in respect of right-of-use assets:
Leased server As of 31 December 2023 As of 31 December 2022
Long-term 32,619 53,722
Short-term 21,011 17,381
Total 53 630 71,103
Interest expense recognized: Leased property Leased server Total
As of 31 December 2023 - 1,877 1,877
As of 31 December 2022 2,999 2,033 5,032
The discount rate 2022 used in determining the present value of the lease
liability was determined based on the borrowing rates placed at Bank of
England official site
(https://www.bankofengland.co.uk/statistics/effective-interest-rates
(https://www.bankofengland.co.uk/statistics/effective-interest-rates/2022/june-2022)
) and consisted as follows:
- Server lease right: 3.11%.
16. Trade and other receivables
31 December 2023 31 December 2022
Trade receivables 1,126,412 2,924,351
Provision for bad debts - (6,702)
Prepayments 170,105 12,446
Total 1,296,517 2,930,095
All of the trade receivables were non-interest bearing and receivable under
normal commercial terms. The Directors consider that the carrying value of
trade and other receivables approximates to their fair value. The ageing of
trade receivables is detailed below:
As of 31 December 2023
< 60 days < 90 days < 180 days > 180 days Total
Trade receivables 1,126,412 - - - 1,126,412
Provision for bad debts - - - - -
Total 1,126,412 - - - 1,126,412
As of 31 December 2022
< 60 days < 90 days < 180 days > 180 days Total
Trade receivables 2,917,649 - - 6,702 2,924,351
Provision for bad debts - - - (6,702) (6,702)
Total 2,917,649 - - - 2,917,649
17. Cash and cash equivalents
Cash 31 December 2023 31 December 2022
Cash at bank 144,182 911,686
Total 144,182 911,686
18. Trade and other payables
Trade payables 31 December 2023 31 December 2022
Trade payables 612,171 2,891,753
Other taxes and social security costs - 8,068
Other payables and accruals 6,187 5,270
Total 618,358 2,905,091
The fair value of trade and other payables approximates to book value at each
year end. Trade payables are non-interest bearing and are normally settled
monthly.
19. Loans and borrowings
Long-term 31 December 2023 31 December 2022
Triple Dragon Funding Delta Ltd Principal 2 120 000 1,625,000
AdTech Solutions Limited Principal 323 043 385,000
AdTech Solutions Limited Interest 74 882 -
Mobile Marketing LLC Principal 40 000 40,000
Mobile Marketing LLC Interest 9 085 5,712
Total 2 567 010 2,055,712
Short-term 31 December 2023 31 December 2022
Triple Dragon Funding Delta Ltd Interest 94 950 38,038
AdTech Solutions Limited Interest - 46,570
Total 94 950 81,608
During the year ended 31 December 2023, the Group used a lending facility from
Triple Dragon Funding Delta Limited (TDFD). The TDFD facility is secured by a
floating charge that covers the property and undertakings of Vox Capital Ltd
and Mobio Global Ltd. Interest is charged on the loan at a rate of 2.25% per
calendar month.
On July 27, 2022 the loan agreement between Mobio Global LTD (borrower) and
Mobile Marketing LLC (lender) dated 06.10.2020 was assigned to Adtech
Solutions Limited. Final repayment date is March 1, 2024. Interest is charged
on the loan at a rate of 7.5% per calendar month.
As of 31 December 2022 the debts on loan between Mobile Marketing LLC and Vox
Capital Ltd (loan agreement dated 16 December 2020) is reflected as a loans
and borrowings with third parties as Mobile Marketing LLC is no longer the
part of the Group. Interest is charged on the loan at a rate of 7.5% per
calendar month.
20. Other long-term and lease liabilities
Lease liabilities
Lease liabilities 31 December 2023 31 December 2022
Non-current liabilities 32,619 53,722
Current liabilities 21,011 17,381
Total 53,630 71,103
As at the year ended 31 December 2023 the Group leases a server for the
purpose of storing files and documents. The Group does not lease any premises
in London, Singapore and USA.
21. Other short-term liabilities
Other liabilities 31 December 2023 31 December 2022
VAT payable (tax agent) 154,494 152,914
Current lease liabilities 21,011 17,381
Other liabilities 12,069 -
Total 187,574 170,295
22. Financial instruments
The Group's financial instruments may be analysed as follows:
Financial assets 31 December 2023 31 December 2022
Financial assets measured at amortised cost:
Cash at bank 144,182 911,686
Trade receivables 1,126,412 2,917,649
Other receivables 170,105 12,446
Total 1,440,699 3,841,781
Financial liabilities 31 December 2023 31 December 2022
Financial liabilities measured at amortised cost:
Trade payables 612,171 2,891,753
Other taxes and social security - 8,068
Lease liabilities 53,630 71,103
Total 665,801 2,970,924
The Group's income, expense, gains and losses in respect of financial assets
measured at fair value through profit or loss realised fair value gains of nil
(2022: nil).
23. Financial risk management
The Group is exposed to a variety of financial risks through its use of
financial instruments which result from its operating activities. All the
Group's financial instruments are classified trade and other receivables. The
Group does not actively engage in the trading of financial assets for
speculative purposes. The most significant financial risks to which the Group
is exposed are described below:
Credit risk
Generally, the Group's maximum exposure to credit risk is limited to the
carrying amount of the financial assets recognised at the reporting date, as
summarised below:
31 December 2023 31 December 2022
Trade receivables 1,126,412 2,917,649
Prepayments 170,105 12,446
Total 1,296,517 2,930,095
Credit risk is the risk of financial risk to the Group if a counter party to a
financial instrument fails to meet its contractual obligation. The nature of
the Group's debtor balances, the time taken for payment by clients and the
associated credit risk are dependent on the type of engagement.
The Group's trade and other receivables are actively monitored. The ageing
profit of trade receivables is monitored regularly by Directors. Any debtors
over 30 days are reviewed by Directors every month and explanations sought for
any balances that have not been recovered.
Unbilled revenue is recognised by the Group only when all conditions for
revenue recognition have been met in line with the Group's accounting policy.
The Directors are of the opinion that there is no material credit risk at the
Group level.
Liquidity risk
Liquidity risk is the situation where the Group may encounter difficulty in
meeting its obligations associated with its financial liabilities. The Group
seeks to manage financial risks to ensure sufficient liquidity is available to
meet any foreseeable needs and to invest cash assets safely and profitably.
The tables below break down the Group's financial liabilities into relevant
maturity groups based on their contractual maturities.
The amounts disclosed in the tables below are the contractual undiscounted
cash flows. Balances due within 12 months equal their carrying balances,
because the impact of discounting is not significant.
Contractual maturities of financial liabilities as of 31 December 2023:
Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Carrying amount
Trade and other payables 618,358 - - - 618,358
Corporation tax payable 18,062 - - - 18,062
Lease liabilities 10,428 10,583 32,619 - 53,630
Total 646,848 10,583 32,619 - 690,050
Contractual maturities of financial liabilities as of 31 December 2022:
Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Carrying amount
Trade and other payables 2,905,091 - - - 2,905,091
Corporation tax payable 17,823 - - - 17,823
Lease liabilities 9,426 7,955 20,298 33,424 71,103
Total 2,932,340 7,955 20,298 33,424 2,994,017
Interest rate risk
The Group is not exposed to material interest rate risk as its liabilities are
either non-interest bearing or subject to fixed interest rates.
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures. The Group monitors exchange rate
movements closely and ensures adequate funds are maintained in appropriate
currencies to meet known liabilities.
Reputational risks
The Management of the Group believes that at present there are no facts that
could have a significant negative impact on the decrease in the number of its
customers due to a negative perception of the quality of services provided,
adherence to the terms of rendering services, as well as the participation of
the Group in any price agreement. Accordingly, reputational risks are assessed
by the Group as insignificant.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates their
carrying value.
Country risks
4 February 2022 Russia declared a war operation in Ukraine and launched
full-scale military invasion., multilateral sanctions and restrictions were
imposed on work with certain Russian legal entities and individuals. These
circumstances caused unpredictable volatility in the stock and currency
markets, in energy prices, general price level, the Bank of Russia's key
interest rate and restrictions on flow of certain groups of goods. It is
expected that these events may affect the business of companies in various
countries and industries.
One of the Directors of the Group is a citizen of the Russian Federation. He
is not subject to the sanctions imposed by the United Kingdom and other
countries. Since 2 August 2022, the Group does not provide to and receive
services from Russian companies.
The Management analyzes the current situation and possible solutions. At
present, the duration of these events cannot be predicted and their impact on
the future financial position and performance of the Group cannot be reliably
assessed.
Other risks
The industry risk is currently assessed as low, and the volume of advertising
on the Internet is growing. However, it should be taken into consideration
that the industry is affected by changing legislation on the regulation of the
advertising services provision and compliance with information security of
data. Also, the Group business depends on the availability, performance and
reliability of internet, mobile and other infrastructures (speed, data
capacity and security) that are not under the Group control.
The Group makes every effort to comply with the requirements of the
legislation and to maintenance of a reliability for providing advertising
internet services.
24. Related party disclosures
Parties are generally considered to be related if one party has the ability to
control the other party or can exercise significant influence in making
financial and operational decisions.
The related parties of the Group are:
· Petrus Cornelis Johannes Van Der Pijl - Director, international
group member (the ultimate beneficiary).
· Stefans Keiss - international group member (the ultimate
beneficiary).
· Sergey Konovalov - international group member (the ultimate
beneficiary).
· Vox Valor Holding LTD - international group member.
The affiliated parties of the Company are:
· Mobile Marketing LLC - through S. Konovalov.
· Adtech solutions limited - through S. Konovalov
· Triple Dragon Services OÜ - through Petrus Cornelis Johannes Van
Der Pijl
· Triple Dragon Limited - through Petrus Cornelis Johannes Van Der
Pijl
· Triple Dragon Funding Delta Limited - through Petrus Cornelis
Johannes Van Der Pijl
24.1. Transactions with affiliated parties
· Trade and other receivables - affiliated parties as of December
31:
Debtor Affiliated party Description 2023 2022
Mobio Global Ltd Adtech Solutions Ltd Service agreement 453,264 -
Mobio Global Ltd Mobile Marketing LLC Service agreement 181,942 185,696
Mobio Global Ltd Triple Dragon Services OÜ Service agreement - 650,586
Mobio (Singapore) Pte Ltd Triple Dragon Services OÜ Service agreement - 44,500
Total: 635,206 880,782
· Trade and other payables - affiliated parties as of December 31:
Creditor Affiliated party Description 2023 2022
Mobio Global Ltd Triple Dragon Services OÜ Service agreement - 145,623
Mobio (Singapore) Pte Ltd Triple Dragon Services OÜ Service agreement - 125,094
Mobio Global Ltd Mobile Marketing LLC Audit fees charging 40,240 37,168
Mobio (Singapore) Pte Ltd Mobile Marketing LLC Audit fees charging 15,470 15,924
Total: 55,710 323,809
· Other short-term assets and financial assets - affiliated parties
as of December 31:
Debtor Affiliated party Description 2023 2022
Mobio Global Ltd Mobile Marketing LLC Other assets - 3,516
Total: - 3,516
· Loans - affiliated parties as of December 31:
Creditor Affiliated party Description 2023 2022
Vox Capital Ltd Triple Dragon Funding Delta Ltd Principal 2,120,000 1,625,000
Vox Capital Ltd Triple Dragon Funding Delta Ltd Interest 94,950 35,038
Mobio Global Ltd Adtech solutions Ltd Principal 323,043 385 000
Mobio Global Ltd Adtech solutions Ltd Interest 74,882 46 570
Vox Capital Ltd Mobile Marketing LLC Principal 40,000 40,000
Vox Capital Ltd Mobile Marketing LLC Interest 9,085 5,712
Total: 2,661,960 2,137,320
· Income and expenses - affiliated parties as of December 31:
Parent company Affiliated party Description 2023 2022
Mobio Global Ltd Adtech solutions Ltd Sales revenue 1,921,105 -
Mobio Global Ltd Triple Dragon Services OÜ Sales revenue 880,082 5,256,060
Mobio (Singapore) Pte Ltd Triple Dragon Services OÜ Sales revenue 683,540 44,500
Mobio Global Ltd Triple Dragon Services OÜ Operating expenses (38,500) (1,806,281)
Mobio (Singapore) Pte Ltd Triple Dragon Limited Operating expenses (34,807) (680,484)
Mobio Global Ltd Adtech solutions Ltd Admin. expenses (378) -
Vox Capital Ltd Triple Dragon Funding Delta Ltd Interest expenses (494,727) (303,711)
Mobio Global Ltd Adtech solutions limited Interest expenses (28,269) (12,748)
Vox Capital Ltd Mobile Marketing LLC Interest expenses (3,004) (3,776)
Mobio Global Ltd Adtech solutions limited Other income 3,013 -
Remuneration paid to key management personnel:
Holding company Subsidiary companies Total
Directors Remuneration 2023 124,395 216,266 340,661
Directors Remuneration 2022 177,503 59,134 236,637
25. Share capital and shares issued
31 December 2023 31 December 2022
Share capital 194,426 194,426
Share premium 13,424,392 13,660,572
Total 13,424,392 13,854,998
Shares issued:
Date Share capital Share premium Exchange rate Share capital Share premium
GBP GBP USD USD
07.05.2020 50,000 - 1,23467 61,733 -
08.10.2020 50,000 6,343,000 1,29461 64,731 8,211,725
14.10.2020 27,057 1,712,705 1,30223 35,235 2,230,329
31.12.2020 18,612 1,656,388 1,36631 25,429 2,263,143
15.07.2022 6,154 857,975 1,18580 7,298 1,017,387
22.07.2022 - (248,287) 1,20100 - (298,192)
151,823 10,321,752 194,426 13,424,392
In the report for 2023, an error was made in the presentation of information:
the decrease in Shares premium due to the disposal of Mobile Marketing LLC was
reflected not through Share premium, but through Translation differences. This
error did not effect on total Equity. In the current report, the error is
leveled out: the amount is reflected in the Share premium in correspondence
with Translation differences in the Statement of changes in equity.
Share premium Translation difference
Balance at 1 January 2023 13,660,572 (873,353)
Transactions with owners (236,180) 236,180
Results from activities - 418,895
Balance at 31 December 2023 13,424,392 (218,278)
26. Reverse acquisition
On 30 September 2022, the Company acquired the entire issued share capital of
Vox Capital Ltd and its subsidiaries, a private company incorporated in United
Kingdom, by way of a share-for-share exchange. Although the transaction
resulted in the Vox Capital Ltd becoming a wholly owned subsidiary of the
Company, the transaction constitutes a reverse acquisition in as much as the
shareholders Vox Capital Ltd owned, post transaction, a majority of the issued
ordinary shares of the Company.
In substance, the shareholders of the Vox Capital Ltd acquired a controlling
interest in the Company and the transaction has therefore been accounted for
as a reverse acquisition.
Accordingly, this reverse acquisition does not constitute a business
combination and was accounted for in accordance with IFRS 2 Share-based
payment and IFRIC guidance, with the difference between the equity value given
up by the Vox Capital Ltd shareholders and the share of the fair value of net
assets gained by the Vox Capital Ltd shareholders charged to the statement of
comprehensive income as the cost of acquiring an AIM quoted listing in the
form of a share based payment expense.
In accordance with reverse acquisition accounting principles, these
consolidated financial statements represent a continuation of the consolidated
financial statements of Vox Capital Ltd and include:
a. the assets and liabilities of Vox Capital Ltd at their pre-acquisition
carrying amounts and the results for both periods; and
b. the assets and liabilities of the Company as at 30 September 2021 and as at
31 December 2022.
Share-base-payment components of the reverse acquisition transaction are
measured under IFRS 2. Equity-settled transactions are measured at the fair
value of the assets and services acquired if this fair value is reliably
determinable. Fair value of The Company assets includes identifiable net
assets and possibly unidentified assets or services, such as costs of listing.
The fair value of net assets of Vertu Capital Ltd at the date of acquisition
was as follows:
GBP USD
1.1150
Cash and cash equivalents 151,255 168,649
Other assets 5,386 6,005
Liabilities (94,020) (104,832)
Net assets 62,621 69,822
In accordance with Prospectus, published on 30 September 2022:
GBP USD
1.1150
(1) Shares in issue at the date of Prospectus 143,999,998
(2) Issue Price 1.2p
(3) Total Consideration Shares to be issued on Admission 2,203,564,840
(4) The fair value of the consideration given up 26,442,750
Fair value of the outstanding shares of the Company just before the
transaction (Share based payments):
(5) (4) / (3) = 0.012
(6) (1) * (5) = 1,728,000 1,926,720
Identifiable assets and liabilities (net assets) of The Company at their fair
value at the date of transaction:
(7) Net current assets 62,621 69,822
Reverse acquisition 1,665,379 1,856,898
expenses (6) - (7) =
For calculation of the amounts into presentational currency, the GBP/USD rate
as of 30 September 2022 was taken from
https://www.exchangerates.org.uk/.
27. Capital management
The Group's objectives when managing capital are to:
- Safeguard their ability to continue as a going concern, so that they
can continue to provide returns to shareholders and benefits for other
stakeholders, and
- Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
28. Environmental, Social and Governance (ESG).
Environment
Carbon footprint reduction.
Vox Valor Capital is committed to cutting its carbon footprint across the
Group, whilst also seeking to become more energy efficient. The Company has
used online video conferencing platforms throughout the pandemic and, where
practicable, will continue to promote this for the majority of internal
meetings to minimize travel footprint.
Reducing waste.
All staff actively engage in the recycling of all waste materials wherever
possible.
Software development and servicing marketing campaigns for customers. Business
activity of the Group includes mainly working on computers with relatively
small negative effect on the environment. Management uses new technologies
providing economy on electric resources.
Social
Diversity & Inclusion
Vox Valor Capital is committed to the equal treatment of all employees and
prospective employees regardless of their background, gender, race, marital
status, ethnic origin, disability or sexual orientation. The Company
recognizes how important its people are in the success of the business. The
Group is proud to recruit, develop and retain the most talented people from
all different backgrounds. Vox Valor Capital understands the importance of
diversity across the business to foster collaboration and a culture which
strives to deliver the Group's strategy.
Career development
The Board believes that good progression opportunities for our team members
are offered within the Group's businesses.
Health and Safety
Vox Valor Capital holds health and safety as a standing focus, for employees.
All health and safety incidents are reported to the senior management
regularly.
Anti-slavery statement
The Group is committed to effective systems and controls being in place to
ensure the Modern Slavery Act 2015 is upheld throughout the business and that
partners and affiliates, throughout the supply chain, have similarly high
standards and respect all local and international laws and regulations.
Governance
Corporate governance statement
The Board believes in the value and importance of strong corporate governance,
at executive level and throughout the operation of the business, and in our
accountability to all stakeholders.
Future ESG goals
The Company recognizes that further progress can be made towards a sustainable
future and has set the following goals:
- encourage employees to use recyclable or biodegradable materials,
- continue to recruit locally,
- continue promoting recycling across the Group,
- establish an ESG/sustainability committee.
29. Climate change
The Company takes into account the interconnection of climate risks with other
types of risks and, on this basis, manages them as part of its overall risk
management process. This analyses both transition risks (political, legal,
technological, market, reputational, related to changes in demand and consumer
preferences) and physical risks (related to the physical effects of climate
change, natural disasters, extreme weather conditions) that may affect the
company's operations. At the same time, the approach to identifying and
assessing climate risks is based on the TCFD recommendations.
The Company's strategy on this issue is based on the results of a regular
inventory of climate risks and their analysis, taking into account business
continuity conditions and the impact on business processes for strategic and
financial planning. The Company forecasts and takes into account macroeconomic
and industry trends, long-term market trends and basic factors underlying the
dynamics of demand, supply and demand for information products.
Based on this approach, the Company develops a Risk and Opportunity Management
Program, the results of which are submitted for discussion by the Board of
Directors with a regular assessment of the quality of such management
30. Events after the reporting date
In the period between the reporting date and the date of signing the financial
statements for the reporting year, there were no other facts of economic
activity that could have an impact on the financial condition, cash flow or
performance of the organization and which should be reflected.
_________________________
VOX VALOR CAPITAL LIMITED PARENT COMPANY FINANCIAL STATEMENTS
STATEMENT OF FINANCIAL POSITION
FOR THE PERIOD ENDED 31 December 2023
Notes 31 December 2023 31 December 2022
£ £
ASSETS
Non-current assets
Investments 3 26,443,350 26,442,751
Total non-current assets 26,443,350 26,442,751
Current assets
Trade and other receivables 4 5,336 11,770
Cash at bank 314 145,564
Total current assets 5,650 157,334
TOTAL ASSETS 26,449,000 26,600,085
LIABILITIES
Current liabilities
Trade and other payables 5 259,569 305,742
Total current liabilities 259,569 305,742
TOTAL LIABILITIES 259,569 305,742
NET ASSETS 26,189,431 26,294,343
EQUITY
Share capital 9 1,440,000 1,440,000
Consideration Shares 10 26,442,750 26,442,750
Accumulated losses (1,693,319) (1,588,407)
TOTAL EQUITY 26,189,431 26,294,343
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
Notes 31 December 2023 31 December 2022
£ £
Sales revenue - -
Total income - -
Other operating expenses 2 (104,912) (381,215)
OPERATING PROFIT / (LOSS) (104,912) (381,215)
Income tax expense - -
LOSS FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY (104,912) (381,215)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD (104,912) (381,215)
STATEMENT OF CHANGES OF EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Notes Share Capital Consideration Shares Retained earnings Total equity
£ £ £ £
Balance at 1 January 2023 1,440,000 26,442,750 (1,588,407) 26,294,343
Proceeds from issuance of ordinary shares - - - -
Retained earnings - - (104,912) (104,912)
Other comprehensive income - - - -
Balance at 31 December 2023 1,440,000 26,442,750 (1,693,319) 26,189,431
Notes Share Capital Consideration Shares Retained earnings Total equity
£ £ £ £
Balance at 1 January 2022 1,440,000 - (1,207,192) 232,808
Proceeds from issuance of ordinary shares - 26,442,750 - 26,442,750
Retained earnings - - (381,215) (381,215)
Other comprehensive income - - - -
Balance at 31 December 2022 1 440 000 26 442 750 (1,588,407) 26,294,343
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Notes 31 December 2023 31 December 2022
£ £
Cash flow from operating activities
Loss before tax (104,912) (381,215)
Other expenses 1 -
Changes in working capital
Other payables (213,790) 221,736
Other payables - related parties 173,451 159,304
Total cash provided by operating activities (145,250) (175)
Cash flow from financing activities
Proceeds from issuance of ordinary shares - -
Net cash generated from financing activities - -
Net increase / (decrease) in cash and cash equivalents (145,250) (175)
Cash and cash equivalents at beginning of year 145,564 145,739
Cash and cash equivalents at end of year 314 145,564
Company information
Vox Valor Capital LTD (the "Company").
Vox Valor Capital LTD (old name Vertu Capital Limited) was incorporated in the
Cayman Islands on 12 September 2014 as an exempted company with limited
liability under the Companies Law. The registered office of the Company is
Forbes Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10
Market Street, Grand Cayman KY1-9006, Cayman Islands, registration number
291725.
Subsidiaries:
· Vox Capital Plc
United
Kingdom 100% ownership by Vox Valor Capital LTD
· Mobio (Singapore) Pte Ltd
Singapore 100% ownership by Vox Valor Capital LTD
Originally, the Company's nature of operations is to act as a special purpose
acquisition company. On 30 September 2022, the Company purchased Vox Capital
Plc and from that moment the principal activity of the Company is a businesses
in the digital marketing, advertising and content sector.
The Company is controlled by Vox Valor Holding LTD (UK).
Final beneficiaries of The Company are: Peiter Van Der Pijl, Stefans Keiss,
Pavel Vasilchenko and Sergey Konovalov.
Management (Directors)
Since 30 September 2022:
· Konstantin Khomyakov
Going concern
At the reporting date, the Company had cash balance of £314.
These financial statements have been prepared on a going concern basis, which
assumes that the Company will continue to be able to meet its liabilities as
and when they fall due in the foreseeable future.
ACCOUNTING POLICIES
The Financial Statements have been prepared in accordance with International
Financial Reporting Standards ("IFRS") and IFRS Interpretations Committee
("IFRIC") interpretations.
The financial statements are presented in British Pound Sterling (£).
The notes are an integral part of the financial statements.
Reporting period
These financial statements represent the financial reporting period for the
Company from January 1 till December 31, 2023.
General
An asset is disclosed in the statement of financial position when it is
probable that the expected future economic benefits attributable to the asset
will flow to the entity and the cost of the asset can be reliably measured. A
liability is disclosed in the statement of financial position when it is
expected to result in an outflow from the entity of resources embodying
economic benefits and the amount of the obligations can be measured with
sufficient reliability.
If a transaction results in transfer of future economic benefits and/or when
all risks associated with assets or liabilities have been transferred to a
third party, the asset or liability is no longer included in the statement of
financial position. Assets and liabilities are not included in the statement
of financial position if economic benefits are not probable or cannot be
measured with sufficient reliability.
The income and expenses are accounted for during the period to which they
relate. Revenue is recognized when control over service is transferred to a
customer.
The Management is required to form an opinion and make estimates and
assumptions for assets, liabilities, income, and expenses. The actual result
may differ from these estimates. The estimates and the underlying assumptions
are constantly assessed. Revisions are recognised during a corresponding
revision period as well as any future periods affected by the revision. The
nature of these estimates and judgements, including related assumptions, is
disclosed in the notes to corresponding items in the financial statement.
Investments
Interests in subsidiaries, associates and jointly controlled entities are
initially measured at cost and subsequently measured at cost less any
accumulated impairment losses. The investments are assessed for impairment at
each reporting date and any impairment losses or reversals of impairment
losses are recognized immediately in profit or loss (IAS 36 Impairment of
Assets). Impairment losses are reflected in non-operating expenses of
Statement of profit and loss and other comprehensive income. Reversals of
impairment losses are reflected in non-operating income.
A subsidiary is an entity controlled by the company. Control is the power to
govern the financial and operating policies of the entity so as to obtain
benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in
which the company holds a long-term interest and where the company has
significant influence. The company considers that it has significant influence
where it has the power to participate in the financial and operating decisions
of the associate.
Entities in which the company has a long-term interest and shares control
under a contractual arrangement are classified as jointly controlled entities.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Company's cash management are included as a component of cash and cash
equivalents for the purpose only on the cash flow statement.
The cash flow statement from operating activities is reported using the
indirect method.
Financial instruments
Financial assets and financial instruments are recognised on the statement of
financial position when the Company becomes a party to the contractual
provisions of the instrument.
Financial assets
Financial assets are classified, at initial recognition, as subsequently
measured at amortised cost, fair value through other comprehensive income
(OCI), and fair value through profit or loss. The classification of financial
assets at initial recognition depends on the financial asset's contractual
cash flow characteristics and the Company's business model for managing them.
The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at
initial recognition and re-evaluates this classification at every reporting
date.
As at the reporting date, the Company did not have any financial assets
subsequently measured at fair value.
Financial liabilities
Trade and other payables are initially measured at fair value, net of
transaction costs, and are subsequently measured at amortised cost, where
applicable, using the effective interest method, with interest expense
recognised on an effective yield basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the
Company's obligations are discharged, cancelled or they expire.
Taxation
The tax currently payable is based on the taxable profit for the period.
Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other periods and it further excludes items that are never taxable or
deductible. The Company's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the reporting date.
Deferred income tax is provided for using the liability method on temporary
differences at the reporting date between the tax basis of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised in full for all temporary
differences. Deferred income tax assets are recognised for all deductible
temporary differences carried forward of unused tax credits and unused tax
losses to the extent that it is probable that taxable profits will be
available against which the deductible temporary differences, and
carry-forward of unused tax credits and unused losses can be utilised.
The carrying amount of deferred income tax assets is assessed at each
reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the
deferred income tax asset to be utilised. Unrecognised deferred income tax
assets are reassessed at each reporting date and are recognised to the extent
that is probable that future taxable profits will allow the deferred income
tax asset to be recovered.
Operating segments
The operating segments identifies based on internal reporting for
decision-making. The Company is operated as one business with key decisions
irrespective of the geography where work for clients is carried out. The
Management (chief operating decision maker) considers that The Company has one
operating segment.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and interpretations have
been issued by International Accounting Standards Board but are not yet
effective and in some cases have not yet been adopted. The Directors do not
expect that the adoption of these standards will have a material impact on the
financial statements of the Company in future periods.
ACCOUNTS BREAKDOWN AND NOTES
1. Current year earnings
Expenses 31 December 2023 31 December 2022
£ £
Audit & Accountancy fees 40,000 -
Professional service fees 30,803 -
RTO expenses 23,750 381,159
Accounts receivable written-off 6,435 -
Directors' Remuneration 6,250 -
Other income/expenses (2,326) 56
Total 104,912 381,215
2. Income tax expense
The Company is regarded as resident for the tax purposes in Cayman Islands. No
tax is applicable to the Company for the year ended 31 December 2023.
The Company has incurred indefinitely available tax losses of £1,319,058
(2022: £1,588,407) to carry forward against future taxable income. No
deferred income tax asset has been recognised in respect of the losses carried
forward, due to the uncertainty as to whether the Company will generate
sufficient future profits in the foreseeable future to prudently justify this.
3. Investments in subsidiaries
As at the year ended 31 December 2023, the Company had the subsidiaries:
Subsidiary undertakings Country of incorporation
31 December 2023 31 December 2022
Vertu Capital Holding Ltd. United Kingdom - 100%
Vox Capital Pte United Kingdom 100% 100%
Mobio (Singapore) Pte Ltd Singapore 100% -
Investment:
31 December 2023 31 December 2022
£ £
Vox Capital Pte. 26,442,750 26,442,750
Mobio (Singapore) Pte Ltd 600 -
Vertu Capital Holding Ltd. - 1
Total 26,442,751 26,442,751
On 18 October 2023 the Sale-Purchase agreement was signed with Mobio Global
Ltd on the purchase of 100% shares of Mobio (Singapore) Pte Ltd, the purchase
price was $1,000.
On 23 February 2023 Vertu Capital Holding Ltd was disposed.
On 30 September 2022, the Company entered into a sale and purchase agreement
with the Vox Sellers pursuant to which the Company agreed to acquire the
entire issued share capital of Vox Capital Ltd for £26,442,749.57, it was
satisfied by the issue of the Consideration Shares at the Issue Price. The
Acquisition was constituted a reverse takeover for the purposes of Listing
Rule 5.6.4 and therefore the Company has re applied for the admission of its
Ordinary Share capital to the Standard Segment of the Official List and to
trading on the Main Market.
On 7 May 2020 Vox Capital Pte was incorporated as a vehicle to consolidate
businesses in the digital marketing, advertising and content sector. To date,
Vox Capital has acquired a 100% interest in Mobio Global Limited (Mobio), a UK
digital marketing company and has also acquired an equity interest in another
trading business: Airnow PLC, a UK based app monetisation and marketing group.
4. Trade and other receivables
31 December 2023 31 December 2022
£ £
Other receivables - 6,434
Prepayments 5,336 5,336
Total 5,336 11,770
All of the trade receivables were non-interest bearing and receivable under
normal commercial terms. The Directors consider that the carrying value of
trade and other receivables approximates to their fair value.
5. Trade and other payables
31 December 2023 31 December 2022
£ £
Non-trade creditors - 26,849
Other creditors 91,952 266,893
Other creditors - related parties 167,617 -
Total 259,569 293,742
The fair value of trade and other payables approximates to book value at each
year end. Trade payables are non-interest bearing and are normally settled
monthly.
6. Financial instruments
The Company's financial instruments may be analysed as follows:
Financial assets 31 December 2023 31 December 2022
£ £
Financial assets measured at amortised cost:
Cash at bank 314 145,564
Other receivables 5,336 5,336
Total 5,650 150,900
Financial liabilities 31 December 2023 31 December 2022
£ £
Financial liabilities measured at amortised cost:
Other payables 91,952 293,742
Total 91,952 293,742
The Company's income, expense, gains and losses in respect of financial assets
measured at fair value through profit or loss realised fair value gains of nil
(2022: nil).
7. Financial risk management
The Company is exposed to a variety of financial risks through its use of
financial instruments which result from its operating activities. All the
Company's financial instruments are classified trade and other receivables.
The Company does not actively engage in the trading of financial assets for
speculative purposes. The most significant financial risks to which the
Company is exposed are described below:
Credit risk
The Company's credit risk is primarily attributable to deposits with banks.
The Company manages its deposits with banks or financial institutions by
monitoring credit ratings and limiting the aggregate risk to any individual
counterparty. The Company's exposure to credit risk on cash and cash
equivalents is considered low as the bank accounts are with banks with high
credit ratings.
Liquidity risk
Liquidity risk is the situation where the Company may encounter difficulty in
meeting its obligations associated with its financial liabilities. The Company
seeks to manage financial risks to ensure sufficient liquidity is available to
meet any foreseeable needs and to invest cash assets safely and profitably.
Interest rate risk
The Company is not exposed to material interest rate risk as its liabilities
are either non-interest bearing or subject to fixed interest rates.
Reputational risks
The Management of the Company believes that at present there are no facts that
could have a significant negative impact on the decrease in the number of its
customers due to a negative perception of the quality of services provided,
adherence to the terms of rendering services, as well as the participation of
The Company in any price agreement. Accordingly, reputational risks are
assessed by the Company as insignificant.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates their
carrying value.
Country risks
4 February 2022 Russia declared a war operation in Ukraine and launched
full-scale military invasion, multilateral sanctions and restrictions were
imposed on work with certain Russian legal entities and individuals. These
circumstances caused unpredictable volatility in the stock and currency
markets, in energy prices, general price level, the Bank of Russia's key
interest rate and restrictions on flow of certain groups of goods. It is
expected that these events may affect the business of companies in various
countries and industries.
One of the Directors of the Company is a citizen of the Russian Federation. He
is not subject to the sanctions imposed by the United Kingdom and other
countries. The Company does not provide to and receive services from Russian
companies.
The Management analyzes the current situation and possible solutions. At
present, the duration of these events cannot be predicted and their impact on
the future financial position and performance of the Company cannot be
reliably assessed.
Other risks
The industry risk is currently assessed as low, and the volume of advertising
on the Internet is growing. However, it should be taken into consideration
that the industry is affected by changing legislation on the regulation of the
advertising services provision and compliance with information security of
data. Also, The Company business depends on the availability, performance and
reliability of internet, mobile and other infrastructures (speed, data
capacity and security) that are not under The Company control.
The Company makes every effort to comply with the requirements of the
legislation and to maintenance of a reliability for providing advertising
internet services.
8. Related parties transactions
Parties are generally considered to be related if one party has the ability to
control the other party or can exercise significant influence in making
financial and operational decisions.
The related parties of The Company are:
· Petrus Cornelis Johannes Van Der Pijl - the ultimate beneficiary
· Stefans Keiss - the ultimate beneficiary
· Sergey Konovalov - the ultimate beneficiary
· Vox Valor Holding LTD
· Vertu Capital Holding LTD
· Vox Capital Plc
· Mobio Global LTD
· Mobio (Singapore) Pte LTD
· Mobio Global Inc.
· Vox Valor Capital Pte LTD
· Initium HK LTD
· Airnow Plc
Transactions with related parties
Other receivables 31 December 2023 31 December 2022
£ £
Vertu Capital Holdings Limited - 6,434
Total - 6,434
Other payables 31 December 2023 31 December 2022
£ £
Vox Capital Ltd 167,017 -
Mobio Global UK 600 -
Total 167,617 -
9. Share capital
Number of shares Share capital
£
As at 31 December 2022 143,999,998 1,440,000
Additional -- --
As at 31 December 2023 143,999,998 1,440,000
10. Consideration Shares
On 30 September 2022, the Company entered into a sale and purchase agreement
with the Vox Sellers pursuant to which the Company agreed to acquire the
entire issued share capital of Vox Capital Ltd (Vox Capital) for
£26,442,749.57, it was satisfied by the issue of the Consideration Shares at
the Issue Price 1,2p.
11. Capital management
The Company's objectives when managing capital are to:
- Safeguard their ability to continue as a going concern, so that they
can continue to provide returns to shareholders and benefits for other
stakeholders, and
- Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, The Company may adjust
the amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
12. Events after the reporting date
In the period between the reporting date and the date of signing the financial
statements for the reporting year, there were no other facts of economic
activity that could have an impact on the financial condition, cash flow or
performance of the organization and which should be reflected.
The Company intends to expand its presence in the international advertising
market in the coming years.
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